Page 1(1)Company name

NSK America Holdings Inc.

(2)

Location

251 Little Falls Drive, Wilmington, DE 19808(3)

Job title and name ofrepresentative

President Daisuke Suzuki(4)

Description of business(5)

Capital(1)Company name

DCI International, LLC(2)

Location

705 S Springbrook Rd, Newberg, OR 97132(3)

Job title and name ofrepresentative

CEO John W. Spencer(4)

Description of business(5)

Capital(6)

Established

December 29, 2005

(7)

Principal shareholders
and shareholding ratio

NSK America Holdings Inc.
49.00%DCI Holdings, Inc.
32.41%
Spencer Management, Inc.
17.09%
Austin Unsworth
1.50%(Note) Shareholding ratio is rounded to two decimal places.

(8)

Relationship between the company and the Company

Capital participation in a company engaged in the dental
business
5,000 thousand U.S. dollars (728 million yen)
(as of December 31, 2022)

Manufacturing and sale of dental chairs, equipment, components,
and parts for dental practices
5,596,000 U.S. dollars (815 million yen) (as of December 31,2022)

Capital relationship

The Company indirectly holds 49.00% of DCI’s membershipinterest.

Personnel relationship

The Company dispatches officers to the company.

Business relationship

Not applicablePage 2(9)Operating results and financial position for the past three years (U.S. dollars)

Accounting period
Consolidated Net assets
Consolidated Total assets
Consolidated Net assets per share

Fiscal year ended
Fiscal year ended
December 31, 2020 December 31, 2021

Fiscal year ended
December 31, 2022

18,914,911（2,756 million yen）
29,325,843（4,273 million yen）

29,583,899（4,310 million yen）
39,981,759（5,825 million yen）

38,802,038（5,653 million yen）
56,643,819（8,253 million yen）

348.57（50,790 yen）

545.18（79,438 yen）

715.06（104,191 yen）

68,061,090
104,582,404
149,634,966（9,917 million yen） （15,238 million yen） （21,803 million yen）

Consolidated Net sales
Consolidated Operating profit

4,120,752（600 million yen）

11,084,308（1,615 million yen）

17,983,017（2,620 million yen）

Consolidated Ordinary profit

4,067,885（592 million yen）

14,202,025（2,069 million yen）

18,797,524（2,738 million yen）

Consolidated Net income

4,067,885（592 million yen）

14,202,025（2,069 million yen）

18,797,524（2,738 million yen）

74.96
（10,922 yen）

261.72（38,135 yen）

346.40（50,474 yen）

ーーー

Consolidated Earnings per share
Cash dividends per share(Note) The operating results in (9) above include four subsidiaries of DCI. Since the Transaction will
be conducted while such subsidiaries remain as subsidiaries of DCI, such subsidiaries will become
consolidated subsidiaries of the Company as a result of the Transaction. The overview of SuzhouSpencer Medical Equipment Co., LTD., one of such subsidiaries, is described as follows. The
overview of the other three subsidiaries has been omitted as the impact is immaterial.

(1)

Company nameSuzhou Spencer Medical Equipment Co., LTD.

(2)

Location

Floor 1, Tower 2, 318 Suwang Road, Yuexiu Street,
Wuzhong District, Suzhou, P.R. China(3)

Job title and name ofrepresentative

CEO John W. Spencer(4)

Description of business

Import/export of cargo, sale of medical instruments, etc.

(5)

Capital9,579,300 Chinese yuan (191,490 thousand yen)(6)Established

June 2, 2021

(7)

Principal shareholders andshareholding ratio

DCI Spencer HK Limited(8)

Relationship between the company and the Company(9)100.00%Capital relationship

The Company indirectly holds 49.00% of membershipinterest of DCI, the wholly owning parent company of thecompany.

Personnel relationship

Not applicable

Business relationship

Not applicable

Operating results and financial position for the past three years (Chinese yuan)

Accounting period

Fiscal year ended
December 31, 2020

Fiscal year ended
December 31, 2021

Net assets-Total assets-

Net sales-Operating profit-

Ordinary profit-

Profit attributable toowners of parent
Cash dividends per
share

-

Fiscal year ended
December 31, 2022

3,116,464
8,137,278(62,298 thousand yen) (162,664 thousand yen)
6,495,459
12,224,068(129,844 thousand yen) (244,359 thousand yen)
1,745,314
39,570,984(34,888 thousand yen) (791,023 thousand yen)
-1,723,886
281,863(-34,460 thousand yen)
(5,634 thousand yen)
-1,723,886
281,863(-34,460 thousand yen)
(5,634 thousand yen)
-1,723,886
281,863(-34,460 thousand yen)
(5,634 thousand yen)--Page 3

(1)(2)

DCI Holdings, Inc.
705 S. Springbrook Rd, Newberg, Oregon 97132

(8)
(9)

Company nameLocation
Job title and name ofrepresentative
Description of business
CapitalEstablished
Number of ordinary shares
outstanding
Accounting period
Number of employees(10)

Main customers

Not applicable(11)

Main banks

Not applicable(12)

Principal shareholders andshareholding ratio

Jason W. Spencer
Amy L. Spencer
Laura M. Murphy(13)

Relationship between the company and the Company

(3)
(4)
(5)
(6)
(7)Capital relationship
Personnel relationship
Business relationship
Status of applicability to therelated party

President John W. Spencer
Holding company
1,000 U.S. dollars (145,710 yen)
October 28, 1985
54,264 shares
December
Not applicable

33.33%
33.33%
33.33%

There is no capital relationship to be noted between DCI
Holdings and the Company. DCI Holdings holds 32.42%of membership interest of DCI, an affiliate of theCompany.
Not applicableNot applicableNot applicable(Note) Since DCI Holdings does not conduct business and the only asset it holds is its membershipinterest of DCI, the operating results and financial position for the past three years are not shown.
.
(1)Company nameSpencer Management, Inc.

(2)705 S. Springbrook Rd, Newberg, Oregon 97132(4)

Location
Job title and name ofrepresentative
Description of business(5)

Capital1,000 U.S. dollars (145,710 yen)

(6)

February 8, 2013(8)

Established
Number of ordinary shares
outstanding
Accounting period(9)

Number of employees

Not applicable(10)

Main customers

Not applicable(11)

Main banks
Principal shareholders andshareholding ratio

Not applicable(3)(7)(12)(13)

President John W. Spencer
Holding company

100 shares
DecemberJohn W. Spencer/Janelle Spencer 100.00%

Relationship between the company and the Company

Capital relationship

There is no capital relationship to be noted between
Spencer Management and the Company. Spencer
Management holds 17.09% of membership interest ofDCI, an affiliate of the Company.

Personnel relationship

Not applicable

Business relationship
Status of applicability to therelated party

Not applicableNot applicable(Note) Since Spencer Management does not conduct business and the only asset it holds is itsmembership interest of DCI, the operating results and financial position for the past three years are
not shown..

Page 4

(1)NameAustin Unsworth(2)Address

South Carolina, U.S.A.

(3)

Occupation

Corporate officer(4)

Relationship between the listed company and the individual
There is no capital relationship to be noted between Mr.
Unsworth and the Company. Mr. Unsworth holds 1.50%
of membership interest of DCI, an affiliate of theCompany.

Capital relationship
Personnel relationship

Not applicableMr. Unsworth is employed by DCI, an affiliate of theCompany.

Business relationship
Status of applicability to therelated party

Not applicable(1) Proportion of ownershipinterest before transfer

49.00%(2) Proportion of membershipinterest to be acquired

51.00%(3) Proportion of ownershipinterest after transfer

100.00%(4) Acquisition value

The Company is obligated to maintain the confidentiality of theinformation and will not disclose it.

(Note) Of the claims for payment of the transfer price held by the Scheduled Allottees against NAH,
the Claim for Payment of the Transfer Price, which is equivalent to 24,996,240 U.S. dollars (3,642million yen), is scheduled to be the subject of the contribution in the Third-Party Allotment, and theremaining amount will be paid by NAH to the Scheduled Allottees in cash on August 31, 2023. In
addition to the aforementioned acquisition consideration, the Membership Interest Purchase
Agreement stipulates that NAH shall pay the Schedule Allottees the Earn-out Consideration basedon the degree of achievement of DCI’s business performance (Net sales, Adjusted EBITDA).

(1) Determination by the resolution at the Board of Directors
meeting of the Company and NAH

August 21, 2023

(2) Date of contract will be concludedAugust 21, 2023

(3) Date of membership interest transfer

August 31, 2023 (scheduled)(1) Paid-in period
Number of shares to be(2)
disposed of(3) Price of the disposal(4) Amount of funds procured(5)

Method of disposal orallotment(Scheduled allottees)(6) Other

From September 6, 2023 to October 31, 2023 (Note 1)
1,072,800 shares of common stock of the Company
USD 23.30 per share (JPY 3,395 per share) (Notes 2 and 3)
USD 24,996,240 (JPY 3,642 million) (Notes 2 and 3)
The following number of shares of common stock of theCompany shall be allotted to each of the following parties by
way of third-party allotment.
DCI Holdings, Inc.
681,900 shares
Spencer Management, Inc.
359,400 shares
Austin Unsworth
31,500 shares
Each of the above items is subject to the effectiveness of thenotification pursuant to the Financial Instruments and Exchange
Act and the fulfillment of the conditions precedent set forth in
the Share Purchase Agreement concluded between theCompany and the Scheduled Allottees dated August 21, 2023.

(Note 1) With respect to the Third-Party Allotment, the Company has resolved to use the period from Wednesday,September 6, 2023 to Tuesday, October 31, 2023 as the paid-in period under the Companies Act. The reason for
setting the paid-in period from September 6, 2023 to October 31, 2023 is that the Third-Party Allotment will beconducted on the conditions precedent that the notification under the U.S. Antitrust Law regarding the Transactionis legally and validly processed by NAH and the Scheduled Allottees, that a certain waiting period has passed after
such notification is accepted, and that the Scheduled Allottees have opened a securities account to receive theCompany’s shares. The payment for the Third-Party Allotment will be made after the fulfillment of such conditions,and as of today, the timing of the completion of such procedures cannot be determined.
(Note 2) The price of the disposal and the amount of funds procured are shown with the amount converted using anexchange rate of ¥145.71 to U.S. dollar (the middle rate between the telegraphic transfer selling rate and thetelegraphic transfer buying rate of the MUFG Bank, Ltd. as of August, 18, 2023) in JPY and USD, respectively.
(Note 3) There will be no payment in cash since this is in the form of an in-kind contribution of the Claim for Paymentof the Transfer Price.

Page 5(Note 1) There will be no payment in cash since this is in the form of an in-kind contribution ofnon-monetary assets.
(Note 2) The estimated costs of issuance do not include consumption tax, etc.
(Note 3) The estimated costs of issuance consist of advisory fees to KPMG AZSA LLC as thefinancial and tax advisor, legal expenses, and other expenses.

Page 6

Page 7

Page 8

March2023

April2023

May2023

June2023

July 2023August2023(Note) Stock prices for August 2023 are those from August 1, 2023 to August 18, 2023.

(Note) The exchange rates in used in this document are ¥145.71 to U.S. dollar and ¥19.99 to Chinese
yuan (the middle rate between the telegraphic transfer selling rate and the telegraphic transfer
buying rate of the MUFG Bank, Ltd. as of August, 18, 2023), respectively.

Page 9